UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q/A
Quarterly Report under Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the Quarter Ended September 30 1996
Commission File Number 0-3125
GENERAL DEVICES, INC.
(Exact name of Registrant as specified in charter)
New Jersey 21-0661726
(State or other jurisdiction (I.R.S. Employer Identification
of incorporation or organization) number)
215 W. Church Road, Room 202, King of Prussia, PA 19406
(Address of principal executive offices)
Registrant's telephone number, including area code:
610-992-1455
Not Applicable
Former name, address and former fiscal year, if changed since last year.
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months and (2) has been subject to
such filing requirements for the past 90 days.
Yes X No
The number of shares outstanding of each of the issuer's classes of
common stock, as of September 30, 1996:
Common Stock
$.01 Par Value
Shares Outstanding: 4,076,623
II-2
GENERAL DEVICES, INC.
INDEX
Page
Number
Part I - Financial Information
Item 1. Financial Statements
Condensed Consolidated Balance Sheet
September 30, 1996 (unaudited) and
December 31, 1995 (unaudited) II-4
Consolidated Statement of Operations for
Three months and nine months ended
September 30, 1996 and 1995 (unaudited) II-5
Condensed Consolidated Statement of
Changes in Financial Position Nine
months ended September 30, 1996 and
1995 (unaudited) II-6
Notes to Condensed Consolidated
Financial Statements (unaudited) II-7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of
Operations II-8
Part II - Other Information
Item 1. Legal Proceedings II-9
Item 2. Changes in Securities II-9
Item 5. Other Information II-10
Item 6. Exhibits and Reports on Form 8-K II-10
II-3
GENERAL DEVICES, INC.
CONSOLIDATED BALANCE SHEET
(Unaudited)
September 30 December 31
1996 1995
ASSETS
Current assets:
Cash 299 20
Accounts Receivable - -
Total current assets 299 20
Total assets 299 20
LIABILITIES & SHAREHOLDER EQUITY
Current liabilities:
Current portion of long-term debt - 928,000
Accounts payable - 88,341
Other accrued liabilities 168 689,040
Total current liabilities 168 1,705,381
Long term debt:
Debenture Holders Payable 1,707,997 370,465
Creditors Payable 471,213
Total liabilities 2,179,378 2,075,846
Shareholders equity:
Common stock $.01 par value: authorized
10,000,000 shares. issued 4,096,923 40,969 40.969
Capital in excess of par value 1,998,255 1,998,255
Retained earnings (4,156,818) (4,053,571)
(2,117,594) (2,014,347)
Less:
Treasury stock at cost, 20,300 shares ( 61,479) ( 61,479)
Total shareholders equity (deficit) (2,179,073) (2,075,826)
Total liabilities and stockholder
equity (deficit) 299 20
Note: The balance sheet of December 31, 1995 has been taken from the
unaudited financial statements at that date and condensed.
II-4
GENERAL DEVICES, INC.
CONSOLIDATED STATEMENT OF OPERATIONS
(Unaudited)
Three Months Ended Nine Months Ended
September 30 September 30
1996 1995 1996 1995
Net Sales $ - $ - $ - $ -
Operating expenses
Cost of sales - - - -
Selling, general and
administrative (8,784) ( 4,170) (12,642) (14,874)
Operating Gain (Loss) (8,784) ( 4,170) (12,642) (14,874)
Other income and (expense)
Interest expense (90,957) (38,402) (90,957) (106,080)
Miscellaneous income - 34,889 352 155,455
Gain (loss) from
continuing operations (99,741) 7,683 (103,247) 34,501
Net gain (loss) per share (0.025) (0.01) (0.025) 0.01
Dividends None None None None
Average weighted number of
shares outstanding 4,076,623 4,076,623 4,076,623 4,076,623
The accompaning notes are an integral part of the financial statements.
II-5
GENERAL DEVICES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW
Unaudited)
Nine Months Ended
September 30
1996 1995
Cash flow from operating activities:
Net income (loss) $(103,247) $(34,501)
Depreciation and amortization - -
Changes in assets and liabilities:
(Increase) decrease in accounts - -
receivable
(Increase) decrease in other assets - 6,274
Increase (decrease) in accounts
payable and accrued expenses (88,341) (42,214)
Increase (decrease) in other
liabilities 191,867 -
Total adjustments 103,526 (34,493)
Net cash provided (used) by operations 279 8
Net increase (decrease) in cash
and cash equivalents 279 8
Cash and cash equivalents - beginning 20 21
Cash and cash equivalents - end 299 29
Supplemental disclosures of cash flow
information:
Cash paid during the period for:
Interest -0- -0-
Income Taxes -0- -0-
II-6
GENERAL DEVICES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. Condensed Consolidated Financial Statements
The condensed consolidated balance sheet as of September 30, 1996, the
condensed consolidated statement of operations for the three and nine
months ended September 30, 1995 and 1996 and the condensed consolidated
statement of cash flow for the nine months ended, have been prepared by
the Company without audit. In the opinion of management, all
adjustments (which include normal recurring adjustments) necessary to
present fairly the financial position at September 30, 1996 and for all
periods presented have been made.
Certain information and footnote disclosure normally included in
financial statements in accordance with generally accepted accounting
principles have been condensed or omitted. It is suggested that these
condensed consolidated financial statements be read in conjunction with
the financial statements and notes thereto included in the Company's
December 31, 1995 Form 10K. The results of operations for the period
ended September 30, 1996 are not necessarily indicative of the operating
results for the full year.
2. Shareholders Equity
During the nine months ended September 30, 1996, shareholders equity
decreased due to the following items: net loss of $99,741 on operations.
II-7
Management's Discussion and Analysis of
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Results of operations
Sales
As in last year's third quarter there were no operational sales or revenue
in the third quarter. There is nothing at all to compare to the same
period last year or the year before.
Operating Cost and Expenses
There are very few administrative expenses. There is no administrative
payroll. There are no paid employees of the Company. Administrative
activities that need to be accomplished in order to keep the Company alive
are done by the Treasurer and President, without pay, to enable an orderly
closing down. The SEC Reports and any tax reports have all been done on a
timely basis.
Interest Expenses
We had no operational developed receivables in 1996 so far, as we had none
in 1995. There was no interest paid during this period, but we did adjust
the accrued interest on the defaulted convertbile debentures by the
additional amount of $90,957 for the period from December 1, 1995 up to
the petition filing date of August 23, 1996.
Income Taxes
There were no provisions made for taxes on income in the first 9 months of
1996.
At December 31, 1995, the Company had net operating carryforwards for
federal income tax purposes of approximately $2,600,000 and general
business credit carryforwards of approximately $100,000. These losses and
credits are available to reduce future income taxes, and will expire in
various years through 2006.
Liquidity and Capital Reserves
At September 30, 1996 the Company had negative working capital of
($1,808,608) versus a negative working capital of ($1,705,381) at December
31, 1995, an additional decrease of $99,741 in working capital. Net income
(loss) for the first 9 months of 1996 amounted to ($99,741). The further
decrease in working capital resulted primarily from loss from operations.
Working capital is negative at both December 31, 1995 and September 30,
1996. Since the date of the petition filing, August 23, 1996 all current
liabilities at that date are now considered non-current liabilities
and listed accordingly on the balance sheet.
II-8
At September 30, 1996, the Company had no outstanding borrowing with banks.
Prompted by the fact that profits in our Search and Placement business all
but dried up at the end of 1991 and we could no longer depend on that
subsidiary for cash flow help, the Company was forced to arrange other
financing. As reported earlier the impractability of arranging high cost
"factoring" financing for our small amount of accounts receivable
encouraged management to accept the offer of a principal of the Company,
the President, to make loans to the Company on an accounts receivable
factoring basis through a company owned by him, but at least one half the
cost as any of the concerns the Company had investigated would charge.
This financing arrangement was used through 1992 and still was in place up
untill the filing of the petition on August 23, 1996.
As mentioned in previous reports, further infusion of long term capital
would be necessary if the Company was to continue in business 1n 1996 and
beyond. It was doubtful that the Company could continue as a going concern
without some outside help or reorganization. The Company filed a petition
for Chapter 11 Reorganization on August 23, 1996.
Our long term objective was to stay in business, even though we had no
revenues, no assets or employees . We have had very little operating
overhead. We have made all our reports both SEC and IRS and are still in
business, but are an inactive concern that has filed for Chapter 11
Reorganization. The Company is in the process of preparing a Plan of
Reorganization.
Part II - Other Information
Item 1. - Legal Proceedings
None
Item 2. Change in Securities
None
Item 5. - Other Information
None
Item 6. - Exhibits and Reports on Form 8K
(a) An Exhibit 27, Financial Date Schedule, is attached as an
exhibit
(b) A Form 8K was filed on September 6, 1996 noting our filing
for Chapter 11 Reorganization on August 23, 1996.
II-9
SIGNATURES
Pursuant to the requirements of the Securities and Exchange
Act of 1934, the Registrant has duly caused this report to
be signed on its behalf by the undersigned thereto duly
authorized.
GENERAL DEVICES, INC.
Dated: December 6,1996 By:(S)
Theodore A. Raymond
President
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This schedule contains summary financial information extracted from the
Registrants form 10-Q/A for the period ended September 30,1996.
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